This Software Support and Maintenance Agreement (the Agreement) sets forth the terms and conditions under which SIGAI, Called EMR Vendor referred as (SIGAI) is willing to provide support and maintenance to licensees of SHADE EMR Software to SIGAI INHOUSE – also referred as (Client). Client hereby agrees that the following terms and conditions shall solely govern the support and maintenance services provided by SIGAI. The Annual Maintenance contract would be valid from 18-08-2020 to 18-01-2022. By payment of the applicable support fee(s) or by accessing the SIGAI Support Network, Client hereby agrees to the following terms and conditions, including any attachments or addendum hereto:
1. DEFINITIONS
Any terms used in this Agreement which are not defined herein shall have the meaning ascribed to them in the Software License Agreement between the parties.
Current Product means those Software products which have not been discontinued or retired by SIGAI, and for which SIGAI offers standard support and maintenance services as described in Section 2.1 and 2.2 below. A Current Product may become a Legacy Product or End of Life Product at SIGAI’s sole discretion.
End of Life Products or EOL Products means those Software products which have been discontinued or retired by SIGAI and for which SIGAI no longer offers standard support and maintenance services.
Error(s) means programming errors in the Software in the form provided by SIGAI that prevent the Software from substantially conforming to its published specifications.
Error Category means the severity class for Errors as further defined and set forth at the SIGAI Support Network.
Legacy Product means those Software products which have not become an End of Life Products, but for which SIGAI no longer offers standard support and maintenance services. Legacy Products are identified as a Legacy Product on the Product Support Policies page, under Product Lifecycle: https://knowledge.sigai.ae/en-us/Product_Support_Policies.
Patch(es) means additional programming code to be integrated with the Software to correct an Error or alleviate its effects.
Service level User(s) means any Client personnel who perform any duty or service for the site, including, but not limited to, performing any development, testing and compiling functions for the software.
Quote means the SIGAI sales quote detailing SIGAI’s offer to license products and/or provide support and maintenance to Client. For purposes of this definition, the term Quote may also include (1) an Order Form, and (2) if the Software is licensed via a click wrap, an Order Form issued by an authorized SIGAI Business Associate or a distributor.
Software means: the SIGAI software product licensed to Client pursuant to a SIGAI license agreement and for which the Client has paid the applicable annual support fee(s), any Patches, Updates, and Upgrades (if applicable) thereto, and any accompanying documentation provided by SIGAI.
Software License Agreement means the SIGAI license agreement pursuant to which Client initially obtained the applicable Software.
Source Code means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation.
Support Term means the period in which Client is entitled to receive support and maintenance under this Agreement. The Support Term shall: (i) for the initial term, commence upon the effective date of the Software License Agreement for the Software and continue for a period of one (1) year thereafter or as specified in the applicable Quote, Exhibit or Order Form; (ii) for renewals of support and maintenance, upon payment by Client of the then current support and maintenance fee commence upon the effective date of the applicable renewal period, as such date is stated on a Quote and continuing for a period of one (1) year thereafter or as specified in the applicable Quote, Exhibit or Order Form; or (iii) as otherwise agreed to by SIGAI in writing.
Supported Configuration means the hardware and software environment in which Client is utilizing the Software and for which SIGAI has agreed to investigate and validate a support request. Such configuration shall consist of: (i) one (1) hardware environment; and (ii) the version of the Software for which SIGAI has agreed to provide support and/or maintenance pursuant to a Quote or an Exhibit to the Software License Agreement.
Update means a modification, correction or addition to the Software or documentation, including updates and enhancements for Current Products that SIGAI makes generally available to its commercial Clients as a part of support and maintenance under a SIGAI software support and maintenance agreement without additional charge. The definition of Update excludes Upgrades.
Upgrade means an enhancement or addition to the Software other than an Update which SIGAI does not make generally available to its commercial Clients as a part of support and maintenance under a SIGAI software support and maintenance agreement, but rather is only made commercially available for Current Products subject to payment of a separate incremental license fee, upgrade charge or as part of an Additional license.
SIGAI Support Network means SIGAI’s online support and maintenance web site accessible by a Client Contact from https://knowledge.sigai.ae/en-us/sigaiSupport_Network.
Workaround(s) means a series of instructions, procedural steps or usage clarifications to avoid an Error or circumvent its effects. A Workaround does not involve issuance of new programming code.
Applicable Laws means all applicable laws, enactments, regulations, regulatory guidelines, policies, directions, standards, industry codes, regulatory permits and regulatory licences and other similar instruments having the force of law, in each case, which are in force from time to time.
EHR means Electronic Health Record in relation to each individual who receives healthcare services by the client in the Emirate of United Arab Emirates, Data (including but not limited to medical records) relating to each Encounter with that individual that resides and is Processed on a client’s EMR in accordance with all Applicable law.
EMR means any software, portal, platform or other electronic medium controlled by a Healthcare Professional and/or a Healthcare Facility, through which they Process or have the potential to Process Patient The EMR is referred to as the ‘Electronic System’ by the applicable law.
2. SUPPORT AND MAINTENANCE
During the Support Term, and subject to payment of the applicable annual support and maintenance fees and the terms of this Agreement, SIGAI shall provide one or more following support and maintenance services:
2.1 E-Support. E-Support shall include the following solely for Current Product versions: SIGAI Support Client Contact(s) will have access to the SIGAI Support Network, which includes certain SIGAI product documentation and other resources.
2.2 Service Request Management. The ability to create service requests online, allowing Client to describe technical challenges privately to: (a) determine if a problem Client is encountering is attributable to an Error and (b) to assist in resolving Errors reported by Client that occur during normal usage of the Software.
2.3 Updates. For each Current Product licensed by Client, SIGAI will make available to Client one (1) copy of any Software Updates (or as applicable, Upgrades) in the form the Software was originally provided to Client and one (1) set of documentation Updates (or as applicable, Upgrades), as SIGAI makes such Updates (or as applicable, Upgrades) available for general release via the SIGAI Support Network and to the extent such Updates (or as applicable, Upgrades) apply to Software covered by this Agreement. The product and services not part of the license and is a separate component would incur cost for such updates.
2.4 Patches. For each Current Product licensed by Client, SIGAI will make available to Client those Patches which have been published and made generally available to its commercial Clients via the SIGAI Support Network.
2.5 Error Correction. For each Current Product licensed by Client, SIGAI will use reasonable commercial efforts to remedy Errors reported by Client to SIGAI. Such remedy may consist of corrected portion(s) of the Software, Patches, or communication to Client of a Workaround that gives Client the ability to achieve substantially the same functionality as would be obtained without the Error, as determined by SIGAI.
2.6 Enterprise Support. Enterprise Support shall include e-Support as described in Section 2.1 above, and live telephone and e-mail support solely for Current Products, pursuant to which Client Contact(s) will have access to live telephone and e-mail support and Remote Desktop to: (a) determine if a problem Client is encountering is attributable to an Error and (b) to assist in resolving Errors reported by Client that occur during normal usage of the Software (Live Telephone and E-mail Support).
2.7 Primary Support. A direct response to users through telephone with respect to inquiries concerning the performance, functionality or operation of the SIGAI program, (ii) a direct response to users through telephone with respect to problems or issues with the SIGAI program, (iii) a diagnosis of problems or issues of the SIGAI program, and (iv) a resolution of problems or issues with the SIGAI program through telephone.
2.8 Secondary Support. Response to users through Remote networking or Remote Sharing or Web based support to diagnose the problem and rectify the issues with the SIGAI program. SIGAI secondary support consist of Program updates, fixes, security alerts, and critical patch updates general maintenance releases, selected functionality releases, and documentation updates. Access to Web based support is limited to your designated technical contacts.
2.9 Tertiary Support. If after reasonable efforts you are unable to diagnose or resolve problems or issues of the SIGAI program, you may contact SIGAI Service office; Office will send a service Engineer within three days.
3. CRITICAL OR EMERGENCY DEFINITIONS
Service requests for SIGAI programs may be submitted by you online through web-based Client support systems or by telephone. The service request emergency level is selected by you and SIGAI and should be based on the following critical or emergency definitions:
EMERGENCY 1: Your production/service use of the SIGAI program is stopped or so severely impacted that you cannot reasonably continue work. You experience a complete loss of service. The operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics:
Data Corrupted.
A critical documented function is not available.
System hangs indefinitely, causing unacceptable or indefinite delays for resources or response.
System crashes, and crashes repeatedly after restart attempts.
SIGAI will use reasonable efforts to respond to Emergency 1 service requests within one (1) hour and clear the issue within 24 hours.
EMERGENCY 2: You experience a severe loss of important features of the SIGAI program are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion.
EMERGENCY 3: You experience a minor loss of functionality. The impact is an inconvenience, which may require a workaround to restore functionality.
EMERGENCY 4: You request information, an enhancement, or documentation clarification regarding the SIGAI program, but there is no impact on the operation of such. You experience no loss of service.
4. LIMITATIONS ON SUPPORT AND MAINTENANCE SERVICES
4.1 Business Hours. SIGAI shall provide support services to Client only during the normal business hours of the SIGAI Support Centre closest to the Client’s Development Location(s), Saturday to Thursday, as specified in the applicable Quote or Exhibit, excluding SIGAI’s recognized holidays. All support and maintenance shall be conducted in the English language only.
4.2 Non-SIGAI software and services. Support and maintenance are only valid and available for Software in the form provided by SIGAI to Client. If Client is using the Software with a non-SIGAI software and services, in order to be eligible for any support or maintenance, all support issues must be reproducible on a SIGAI supported system. SIGAI shall have no obligation to provide support for any Software or component thereof marked as “unsupported”.
4.3 Out Of Scope. If Client requests and SIGAI agree to correct any problems not covered by this Agreement, Client will pay SIGAI for all such work performed at SIGAI’s then-current standard time and other charges.
4.4 Maintenance on Current Versions Only. SIGAI Updates, Patches and bug fixes are only effective on the latest version of the Software.
4.5 General. SIGAI shall have no obligation to investigate problems that cannot be reproduced by SIGAI based on information provided by Client, or those due to modifications to the Software made by Client or any third party. SIGAI cannot guarantee that every question, issue or Error reported by Client can or will be resolved.
5. CLIENT RESPONSIBILITIES
5.1 Notice and Assistance. Clients shall notify SIGAI of problems using the service request tools described at [suspicious link removed] on the SIGAI Support Network.
5.2 Updates. Client shall incorporate Updates as soon as practicable; failure to do so may make subsequent Updates and Patches unusable.
5.3 Contact. Client must designate one named contact person (“Client Contact”) for each current seat license. Only Client Contacts shall be authorized to submit problem reports and access SIGAI Support Network.
5.4 License; Use Restrictions. Updates, Patches and any other software provided pursuant to this Agreement are subject to the terms and conditions of the Software License Agreement.
6. TERM AND TERMINATION
6.1 Term. SIGAI shall provide support and maintenance only during the Support Term. The parties may elect to renew by giving written notice at least thirty (30) days prior to expiration.
6.2 Termination. Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days of written notice.
7. FEES AND PAYMENT
Client shall pay to SIGAI the applicable support and maintenance fees. Fees shall be payable in accordance with the applicable Quote, within thirty (30) days after the date of the SIGAI invoice. All fees are exclusive of taxes. If Client purchases support for any copy of the Software, Client must purchase support for all copies of such Software licensed.
8. PROPRIETARY RIGHTS
All software delivered under this Agreement (including Updates, Patches, and Upgrades) and any modifications thereto shall be owned by SIGAI. SIGAI grants Client a restricted, personal, non-transferable, non-exclusive, internal-use license to use such software solely to the extent necessary to remedy any Error.
9. ADDITIONAL USERS INSTALLATION AND SERVICE
Cost of Installation of additional users are subjected to the period of offer mentioned in this document. After the sale year, if additional user software causes incompatibility issues with the existing software, the user must update the software on the basis of the current AMC. AMC for Additional user Licenses should be calculated in months for the remaining extended service period.
10. DISCLAIMER AND LIMITATION OF LIABILITY
10.1 Disclaimer. SIGAI AND ITS LICENSORS PROVIDE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10.2 Limitation of Liability. IN NO EVENT WILL SIGAI’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID TO SIGAI BY CLIENT HEREUNDER FOR THE THEN-CURRENT SUPPORT TERM.
10.3 Force Majeure. SIGAI shall not be liable for failure to perform its obligations when service is required as a result of accident, misuse, power fluctuations, fire, flood, or causes beyond its reasonable control.
11. EXPORT CONTROL, GUARANTEES, AND GOVERNING LAW
11.1 Export Control. Client will not export or re-export the software and technical information, directly or indirectly.
11.2 Guarantees/Warranties. Guarantees/Warranties are included only on SIGAI products and cannot be included for any third-party Software/Hardware.
11.3 Governing Law and Jurisdiction. This agreement shall be governed by the laws of the United Arab Emirates and any disputes shall be settled before the Abu Dhabi civil courts.
